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Proxy


 A lump sum payment of three times his annual base salary immediately prior to the change in control plus three times the average of his annual bonus for the past three years. As of the date of this Proxy Statement, this amount is estimated to be $1,413,000.


 Full acceleration of his options to purchase stock of the Company (including the right to participate in any stage of a tender offer). Mr. Starrett has not been granted options pursuant to the Company’s 2012 Long-Term Incentive Plan as it has not yet been approved by stockholders.


 Continued coverage under existing medical, dental, and prescription drug plans for Mr. Starrett and his family for 36 months following the change in control. In the event that coverage under such a plan is not available, the Company will pay the premium costs for COBRA health care continuation coverage for him and his spouse and/or dependents or, to the extent that COBRA coverage is not available, monthly lump sum cash payments equal to the monthly COBRA premiums directly to him for such 36 month period. This is estimated to be approximately $66,000.


 Continued coverage under a director and officer liability policy.


 In the event that he is terminated for any reason within 36 months of a change in control, a lump sum payment equal to the value of any additional benefits that would have accrued to him under the Company's retirement plan from the date of his termination if he had remained employed with the Company for 36 months following the change in control. No estimate of this payment is available at this time.


 The Company's covenant to continue in effect all retirement plans in which he is a participant immediately prior to the change in control. No estimate of this payment is available at this time.


CIC Agreements with Francis J. O’Brien and Stephen F. Walsh Under their CIC Agreements, Messrs. O’Brien and Walsh are entitled to certain payments and benefits if (1)


there is a change in control of the Company and (2) they are terminated in connection with the change in control. In the event of a termination in connection with a change in control, each of Messrs. O’Brien and Walsh is entitled to:


 A lump sum payment equal to one and one half times his annual base salary immediately prior to the change in control and one and one half times the average of his annual bonus over the past three years. As of the date of this Proxy Statement, this amount is estimated to be $405,000 and $471,000 for Messrs. O’Brien and Walsh, respectively.


 Continued coverage under existing medical, dental, and prescription drug plans for him and his family for 18 months following the change in control and termination of employment. In the event that coverage under such a plan is not available, the Company will pay the premium costs for COBRA health care continuation coverage for him and his spouse and/or dependents or, to the extent that COBRA coverage is not available, monthly lump sum cash payments equal to the monthly COBRA premiums directly to him for such 18 month period. This is estimated to be approximately $33,000 for each of Messrs. O’Brien and Walsh.


 Continued coverage under a director and officer liability policy.


 A lump sum payment equal to any additional benefits that would have accrued to him under the Company's retirement plan from the date of his termination if he had remained employed with the Company for 18 months following the change in control. No estimate of this payment is available at this time.


 In the event that his employment is not terminated following a change in control, the Company's covenant to continue in effect all retirement plans in which he is a participant immediately prior to a change in control. No estimate of this payment is available at this time. Full acceleration of his options to purchase stock of the Company (including the right to participate in any stage of a tender officer). Messrs. O’Brien and Walsh have not been granted any options pursuant to the Company’s 2012 Long- Term Incentive Plan.


20 A17


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